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Friday, 30 March 2012
UK: APB publishes issues paper on professional scepticism and the audit
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Labels:
audit,
audit committee,
auditing practices board,
auditors,
frc,
uk
Malaysia: Securities Commission publishes new corporate governance code
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UK: review of HM Treasury's management response to the financial crisis
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Labels:
bank of england,
financial regulation,
fsa,
hm treasury,
uk,
uk fsa
UK: the future of narrative reporting - Government response published
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Thursday, 29 March 2012
Singapore: revised Takeover Code published
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UK: company reporting of greenhouse emissions and the directors' report
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Wednesday, 28 March 2012
UK: England and Wales: holding company could be 'trader'
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... it is too narrow an approach to the 2008 Regulations to say that because the sales force were directly employed and directly trained by LTD [the subsidiary company] (which had the licence) therefore there could not be any designation of PLC [the holding company] as "trader" under the 2008 Regulations.A summary of the decision has been provided by the ICLR as part of its free WLR Daily service: see here.
It is important to bear in mind that "trader", for the purpose of the 2008 Regulations, extends to any person who in relation to a commercial practice is acting for purposes relating to his business. The words "any", "in relation to", "acting" and "relating to" are all words of width and elasticity. As to the definition of "commercial practice" that is likewise broadly framed. It is amply sufficient to cover involvement in or supervision or control of training, in appropriate circumstances, as being directly connected with the promotion or sale or supply of a product; and it is also to be noted that the definition of "commercial practice" carefully avoids saying that the promotion or sale or supply has to be made by the trader itself.
Given the circumstances of this case, and given the breadth of the definitions of "trader" and "commercial practice", we therefore conclude that the Judge's ruling was a justified one. The evidence was there, in the circumstances of this case, to show that PLC was capable of being a "trader" for the purpose of the 2008 Regulations. Such a conclusion does not ... do a disservice to the language of the 2008 Regulations or drive a coach and horses through conventional corporate structures or wrongly rend corporate veils. On the contrary, it gives effect to the broad wording of, and purposive approach required to be applied to, the 2008 Regulations".
Pakistan: governance rules for public sector companies
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Tuesday, 27 March 2012
UK: the reform of the Financial Reporting Council
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UK: Scotland: administration - termination of contracts
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While it is not uncommon for an administrator to sell a company's business or assets promptly, there are many administrations which, for various reasons, continue for several years before moving to a creditors' voluntary winding up or directly to dissolution.
It is against this background of statutory provision and practice that the administrator has to decide whether to repudiate a contract. Administration is, as I have said, a flexible process. It can accommodate a circumstance in which a company, which was thought to be or likely to be insolvent, turns out not to be so and can emerge from the administration without having reached a compromise with its creditors. In such a circumstance it is hard to envisage how an administrator could properly repudiate a contract in exercise of his function of attempting to achieve the objective of rescuing the company as a going concern. But where, as in the normal run of administrations, the company is insolvent and will not emerge from administration without a CVA or a scheme of arrangement with its creditors, the administrator has to consider whether he should decline further performance of a contract which would prejudice the achievement of an otherwise achievable statutory objective. In reaching a view on that matter he is under a statutory duty to act in the interests of the company's creditors as a whole: para 3(2) of Schedule B1. Thus he must consider the extent and effect on the company's other creditors of the claim in damages which would arise if a party contracting with the company accepted his repudiation. He must also consider, when addressing the interests of the creditors as a whole, the interests of the contracting party who, if the contract is repudiated, may be a creditor in a claim for damages.
An administrator would not be acting in breach of his duty to the company if he refused to perform a contract having acted reasonably to satisfy himself that the continued performance of the contract (i) would impede his achievement of the objectives of the administration and (ii) was not in the interests of the company's creditors as a body. If he could establish reasonable grounds for being so satisfied, I consider also that he would be likely to have the legal justification which would exclude a personal liability to the counterparty of a company's contract for inducing the company to break that contract."
UK: The Capital Requirements (Amendment) Regulations 2012
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Labels:
bank of england,
banks,
capital,
financial services,
fsa,
remuneration,
uk,
uk fsa
Monday, 26 March 2012
UK: financial regulation - the FPC's power of direction
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Notes:
- The FPC's power of direction is provided for in clause 3 of the Financial Services Bill 2010-12, which will insert new section 9G in the Bank of England Act 1998.
- A copy of the Bill, in which the amendments made in Committee are highlighted, is available here (pdf). The Bill's Parliamentary progress can be followed here.
Friday, 23 March 2012
UK: small business reporting - update from the FRC and Government
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UK: financial regulation reform - Financial Services Bill 2010-12 update
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UK: Plurality, Stewardship and Engagement - Ownership Commission report published
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Europe: proxy advisors - ESMA discussion paper
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Labels:
esma,
europe,
institutional shareholders,
proxy advisor,
proxy voting,
shareholder,
voting
Europe: ESMA reports on supervision of credit rating agencies
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Thursday, 22 March 2012
UK: FSA business plan for 2012/13 published
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UK: the future role of the Financial Reporting Council - consultation responses published
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Wednesday, 21 March 2012
UK: Budget 2012 - a couple of items
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Tuesday, 20 March 2012
Hong Kong: Bill to abolish capital duty published in Gazette
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Monday, 19 March 2012
Europe: Commission publishes shadow banking green paper
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Labels:
banks,
europe,
european commission,
financial regulation,
shadow banking
UK: reform of the competition regime and the creation of the Competition and Markets Authority
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UK: the enlightened shareholder -clarifying investors' fiduciary duties
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Friday, 16 March 2012
UK: England and Wales: managing director lacked authority to remove the company chairman
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At first instance ([2011] EWHC 2301 (Ch)), the trial judge granted Mr Smith's applications, holding, amongst other things, that Mr Butler's implied powers as managing director did not extend to the suspension of the company's chairman, Mr Smith. The Court of Appeal agreed, Arden LJ observing (paras. [30] to [31]):
The holder of the office of managing director might today more usually be called a chief executive officer in (at least) a public company. He or she has generally to work on the basis that his appointment does not supplant that of the role of the board and that he will have to refer back to the board for authority on matters on which the board has not clearly laid out the company's strategy. He or she would thus be expected to work within the strategy the board had actually set.
In this case, however, it was clear that the strategy of the board was that Mr Smith should be executive chairman. Therefore, his suspension was clearly a matter for the board, and not for Mr Butler acting alone. To my mind it is inconceivable that Mr Butler did not need the instructions of the board on the question of the suspension of the chairman of the board. The fact that Mr Smith has special rights as a director and shareholder under the quorum provisions in the Company's articles reinforces this conclusion, but my conclusion does not rest on those provisions".
Thursday, 15 March 2012
UK: shadow banking and financial stability - speech by Lord Turner
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Labels:
bank of england,
banks,
financial regulation,
financial services,
fsa,
shadow banking,
uk,
uk fsa
Wednesday, 14 March 2012
UK: consultation on shareholder rights and remuneration
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UK: insurance regulation and Solvency II concerns
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UK: the new financial regulatory framework - the role of the Financial Policy Committee
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Tuesday, 13 March 2012
UK: women on boards - Cranfield's Female FTSE100 Report 2012
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Monday, 12 March 2012
UK: The Financial Institutions (Reform) Bill 2010-12
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Friday, 9 March 2012
UK: FSA quarterly consultation
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Netherlands: company law update
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Labels:
board of directors,
management board,
netherlands
Thursday, 8 March 2012
UK: women on company boards
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Labels:
board diversity,
board of directors,
director,
oecd,
uk
UK: third country auditors - monitoring proposals published by Professional Oversight Board
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Wednesday, 7 March 2012
Europe: Commission publishes securities settlement proposals
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UK: BIS Committee publishes debt management report
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Tuesday, 6 March 2012
UK: audit exemptions and the accounting framework - summary of responses to BIS consultation published
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Labels:
accounting,
audit,
dbis,
financial reporting,
uk
Monday, 5 March 2012
Europe: gender balance on company boards - Commission report and consultation paper
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UK: FRC consults on draft plan and budget 2012/13
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Friday, 2 March 2012
UK: the strategic objective of the Financial Conduct Authority
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Thursday, 1 March 2012
Germany: amendments to the 2010 corporate governance code
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Australia: remuneration disclosure - ASIC survey and Government proposals
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Labels:
australia,
disclosure,
executive pay,
remuneration
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